<PAGE>
As filed with the Securities and Exchange Commission on October ___, 1999.
Subject to Amendment
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
McNAUGHTON APPAREL GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3747173
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
_____________________
463 Seventh Avenue
New York, New York 10018
(Address of principal executive offices)
_____________________
McNAUGHTON APPAREL GROUP INC.
OPTION BONUS PLAN FOR SENIOR EXECUTIVES OF JJ ACQUISITION CORP.
(Full title of the plan)
_____________________
PETER BONEPARTH
President
McNaughton Apparel Group Inc.
(212) 947-2960
(Name, address and telephone number, including area code, of agent for service)
_____________________
Copy to:
BRADLEY P. COST, ESQ.
Tory Haythe
237 Park Avenue
New York, New York 10017
_____________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
_____________________
<PAGE>
2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities to registered offering price aggregate offering registration
be registered per unit/(1)/ price/(1)/ fee/(1)/
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 650,000 $7.59375 $4,935,937.50 $1,372.19
par value
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</TABLE>
/(1)/ Provided for purposes of calculating the registration fee in accordance
with Rule 457(h)(1) under the Securities Act of 1933, as amended, on the basis
of the average of the high and low prices of the Registrant's Common Stock on
October 18, 1999, as reported on the NASDAQ National Market.
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This Registration Statement is intended, pursuant to Rule 429 of the Securities
and Exchange Commission, to constitute Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (No. 333-60881). See "Explanatory Note."
================================================================================
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3
The contents of Registration Statement No. 333-60881, pursuant to
which the Registrant registered (i) 1,050,000 shares of Common Stock for sale by
the Registrant pursuant to options granted under the Registrant's Option Bonus
Plan for Senior Executives of JJ Acquisition Corp., (ii) 300,000 shares of
Common Stock for sale by the Registrant pursuant to options granted under the
Registrant's 1998 Long Term Incentive Plan and (iii) 100,000 shares of Common
Stock for sale by the Registrant pursuant to options granted under the
Registrant's Stock Option Plan for Non-Employee Directors, are incorporated by
reference in this Registration Statement.
<PAGE>
4
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints Sanford Greenberg and Peter Boneparth as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one or more post-effective amendments to this Registration Statement as the
attorney-in-fact acting in the premises deems appropriate and to file any such
amendment to this Registration Statement with the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on October 21, 1999.
MCNAUGHTON APPAREL GROUP INC.
By: /s/ Peter Boneparth
----------------------------------
Peter Boneparth
President, Chief Executive Officer
and Director
By: /s/ Amanda J. Bokman
----------------------------------
Amanda J. Bokman
Vice President, Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sanford Greenberg Chairman of the Board and October 21, 1999
- ------------------------------------ Director
Sanford Greenberg
/s/ Peter Boneparth President, Chief Executive October 21, 1999
- ------------------------------------ Officer and Director
Peter Boneparth
</TABLE>
<PAGE>
5
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Amanda J. Bokman Vice President, Chief October 21, 1999
- ------------------------------------ Financial Officer, Secretary,
Amanda J. Bokman Treasurer and Director
/s/ Stuart Bregman Director October __, 1999
- ------------------------------------
Stuart Bregman
/s/ Bradley P. Cost Director October 21, 1999
- ------------------------------------
Bradley P. Cost
/s/ Ben Mayo
- ------------------------------------ Director October __, 1999
Ben Mayo
/s/ Robert C. Siegel
- ------------------------------------ Director October __, 1999
Robert C. Siegel
</TABLE>
<PAGE>
6
EXPLANATORY NOTE
This Registration Statement is intended, pursuant to Rule 429 of the
Securities and Exchange Commission, to constitute Post-Effective Amendment No. 1
to Registration Statement on Form S-8 (No. 333-60881).
<PAGE>
7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the McNaughton Apparel Group Inc. Option
Bonus Plan for Senior Executives of JJ Acquisition Corp. of our report dated
December 21, 1998 with respect to the consolidated financial statements and
schedule of McNaughton Apparel Group Inc. included in its Annual Report on Form
10-K for the year ended October 31, 1998, filed with the Securities and Exchange
Commission.
New York, NY /S/ ERNST & YOUNG LLP
October 21, 1999
<PAGE>
8
CONSENT OF COUNSEL
The consent of Tory Haythe is contained in its opinion filed as
Exhibit 5 to this Registration Statement.
<PAGE>
9
INDEX TO EXHIBITS
Number Description of Exhibit Page
- ------ ---------------------- ----
5 - Opinion of Tory Haythe 10
23(i) - Consent of Ernst & Young LLP (see "Consent of --
Independent Auditors" in the Registration Statement)
23(ii) - Consent of Tory Haythe (contained in Exhibit 5) --
24 - Power of Attorney (see "Power of Attorney" in the --
Registration Statement)
<PAGE>
EXHIBIT 5
October 22, 1999
McNaughton Apparel Group Inc.
463 Seventh Avenue
New York, New York 10018
Dear Sir or Madam:
We have acted as counsel for McNaughton Apparel Group Inc., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-8 being filed by the Company under the Securities Act of 1933, as
amended, with respect to 650,000 shares (the "Stock Option Shares") of the
Company's common stock, $.01 par value, which have been or are to be offered to
certain executive officers of Jeri-Jo Knitwear, Inc., a Delaware corporation
formerly known as JJ Acquisition Corp., pursuant to the Option Bonus Plan for
Senior Executives of JJ Acquisition Corp. (the "Stock Option Plan").
In connection with such registration statement, we have examined such
records and documents and such questions of law as we have deemed appropriate
for purposes of this opinion. On the basis of such examination, we advise you
that in our opinion:
(1) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of
Delaware; and
(2) the Stock Option Shares have been duly and validly authorized
and, when issued and paid for in accordance with the terms of the
Stock Option Plan, and stock options duly granted or to be
granted thereunder, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid registration statement.
Very truly yours,
/s/ Tory Haythe
